Judge: Anne Richardson, Case: 21STCV24398, Date: 2023-07-24 Tentative Ruling

Case Number: 21STCV24398    Hearing Date: July 24, 2023    Dept: 40

Superior Court of California

County of Los Angeles

Department 40

Background

Pleadings

Plaintiff DC Traffic Control (DC Traffic)—a company in the business of providing traffic control services in connection with construction projects—sues Defendants GW Civil Contractors, Inc. (subcontractor that hired DC Traffic; hereafter GW Civil), Andre Jerome Gueno and Richard Weldon (DC Traffic’s directors), Turner Aecom-Hunt NFL JV (general contractor that hired GW Civil), and Stadco LA, LLC (owner of the Stadium Project to which remaining parties were attached) pursuant to a July 1, 2021 Complaint alleging claims of: (1) Breach of Written Contract, (2) Common Counts – Quantum Meruit, (3) Common Counts – Services Provided, and (4) Unjust Enrichment.

The claims arise from allegations that DC Traffic provided traffic services for GW Civil during the Stadium Project owned by Stadco LA, only for GW Civil to fail to compensate DC Traffic with $174,654 for services rendered, and for the remaining Defendants to profit thereby.

On January 19, 2022, Defendant Weldon sued co-Defendants GW Civil and GW Civil co-director Andre Gueno pursuant to a Cross-Complaint alleging claims of (1) Implied Equitable Indemnity, (2) Equitable Indemnity, (3) Contribution, (4) Comparative Apportionment [of Liability], and (5) Declaratory Relief.

Motion Before the Court

On May 8, 2023, Defendant Weldon filed a motion for judgment on the pleadings (MJOP) against the Complaint’s four causes of action.

On July 11, 2023, DC Traffic opposed the MJOP.

On July 18, 2023, Defendant Weldon replied to the opposition.

The MJOP is now before the Court.

Motion for Judgment on the Pleadings

Legal Standard

A motion for judgment on the pleadings is used to challenge a pleading in the same manner as a general demurrer—that is, the challenged pleading (1) establishes that the court does not have subject-matter jurisdiction or (2) does not allege facts sufficient to support a cause of action or defense. (Code Civ. Proc., § 438, subd. (c)(1); see Marzec v. Public Empls. Ret. Sys. (2015) 236 Cal.App.4th 889, 900; International Assn of Firefighters v. City of San Jose (2011) 195 Cal.App.4th 1179, 1196.)

To sufficiently allege a cause of action, a complaint must allege all the ultimate facts—that is, the facts needed to establish each element of the cause of action pleaded. (Committee on Children’s Television, Inc. v. General Foods Corp. (1983) 35 Cal.3d 197, 212, superseded by statute as stated in Branick v. Downey Savings & Loan Assn. (2006) 39 Cal.4th 235, 242.) In testing the sufficiency of the cause of action, the demurrer admits the truth of all material facts properly pleaded. (Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 966-967.) Courts read the allegations liberally and in context. (Taylor v. City of Los Angeles Dept. of Water and Power (2006) 144 Cal.App.4th 1216, 1228, disapproved on other grounds, Jones v. Lodge at Torrey Pines Partnership (2008) 42 Cal.4th 1158, 1162.) However, this analysis “does not admit contentions, deductions or conclusions of fact or law.” (Daar v. Yellow Cab Co. (1967) 67 Cal.2d 695, 713.) The face of the complaint includes exhibits attached to the complaint. (Frantz v. Blackwell (1987) 189 Cal.App.3d 91, 94.) If facts appearing in the exhibits contradict those alleged, the facts in the exhibits take precedence. (Holland v. Morse Diesel Intern., Inc. (2001) 86 Cal.App.4th 1443, 1447, superseded by statute on other grounds as stated in White v. Cridlebaugh (2009) 178 Cal.App.4th 506, 521.)

As with a demurrer, the grounds for a motion for judgment on the pleadings must appear on the face of the pleading or be based on facts capable of judicial notice. (Bufil v. Dollar Fin. Grp. (2008) 162 Cal.App.4th 1193, 1202, disapproved on other grounds in Noel v. Thrifty Payless, Inc. (2019) 7 Cal.5th 955.) The only significant difference between the two motions is that a motion for judgment on the pleadings is brought after the time to file a general demurrer has expired. (Code Civ. Proc., § 438, subd. (f); Caldera Pharms. v. Regents of the Univ. of Cal. (2012) 205 Cal.App.4th 338, 350; International Assn of Firefighters v. City of San Jose, supra, at p. 1196.)

Complaint, Alter Ego Liability, Defendant Richard Weldon: GRANTED, With Leave to Amend.

Defendant Weldon’s MJOP argues that the Complaint fails to allege direct liability against Weldon and that the Complaint’s alter ego allegations are insufficiently pleaded against him because such allegations only allege unity of interest between Defendant Gueno and GW Civil. (See MJOP, pp. 3-4.)

In opposition, DC Traffic admits that it should have directed the alter ego allegations against both Defendant Gueno and Defendant Weldon and asks for leave to amend the pleadings to allege alter ego against Weldon. (Opp’n, p. 4.)

In reply, Defendant Weldon argues that leave should not be granted because “the alter ego allegations [in the Complaint] are all either legal conclusions or speculative statements and thus the truth of same cannot be assumed,” such that, adding Defendant Weldon to such legal conclusion would not cure such defects.

The Court finds, in line with the parties’ papers, that the Complaint’s four causes of action are not sufficiently pleaded against Defendant Weldon because no direct liability is alleged against him and because the Complaint’s alter ego allegations do not include him.

However, at this stage, the Court need not rule on the sufficiency of the Complaint’s alter ego allegations because they are not at issue. (Hunt v. Superior Court (1999) 21 Cal.4th 984, 998 [“… [T]he ripeness requirement prevents courts from issuing purely advisory opinions[] or considering a hypothetical state of facts in order to give general guidance rather than to resolve a specific legal dispute”].) Instead, the Court allows DC Traffic the opportunity to amend the allegations directed at Defendant Weldon vis-à-vis alter ego liability, where the sufficiency thereof can be tested by a later demurrer or MJOP. (Goodman v. Kennedy (1976) 18 Cal.3d 335, 349 [abuse of discretion for court to deny leave to amend where there is any reasonable possibility that plaintiff can state a good cause of action].) 

Conclusion

Defendant Richard Weldon’s Motion for Judgment on the Pleadings is GRANTED, With Leave to Amend.

Plaintiff DC Traffic Control is permitted 14 days’ leave to amend the Complaint.